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ASX Announcement
For personal use only
2 February 2015
Fiducian shareholders vote in favour of restructure
Fiducian Portfolio Services Limited (Fiducian) is pleased to announce that the requisite majorities
of Fiducian shareholders voted overwhelmingly in favour of the members’ scheme of arrangement
(Scheme) at the scheme meeting held in Sydney today.
Pursuant to the Scheme, Fiducian shareholders who are registered as holding Fiducian shares as
at the Scheme record date (other than ineligible foreign shareholders) will exchange their Fiducian
shares for new shares in Fiducian Group Limited (NewCo) on a one-for-one basis and Fiducian
will become a wholly owned subsidiary of NewCo.
A copy of the poll report submitted by the returning officer as appointed by Fiducian is attached in
Annexure A.
The scheme remains subject to the approval of the Federal Court of Australia (Court) at a court
hearing currently scheduled for 5 February 2015.
Key dates
Key events and the indicative timing in relation to the approval and implementation of the Scheme
are set out in the table below (terms defined below are those defined in Fiducian’s scheme
booklet dated 5 December 2014):
Second Court Date for approval of the Scheme
Thursday, 5 February 2015
Effective Date
Friday, 6 February 2015
Court orders approving the Scheme lodged with ASIC and
announced to the ASX and the Scheme becomes binding
Last day of trading in Fiducian Shares – Fiducian Shares suspended
from trading on the ASX from close of trading on the ASX
NewCo Shares commence trading on the ASX
(on a deferred settlement basis)
Monday, 9 February 2015
Scheme Record Date for determining entitlements to Scheme
Consideration
5.00pm on Friday, 13 February
2015
Implementation Date
Friday, 20 February 2015
Date of issuance of Scheme Consideration
NewCo Shares commence trading on the ASX
(on a normal settlement basis)
Monday, 23 February 2015
Transfer Date
Sunday, 1 March 2015
Implementation of the Restructure
Fiducian Portfolio Services Limited
ABN 13 073 845 931
AFS Licence No 231101
Level 4, 1 York Street,
Sydney NSW 2000Australia
Tel: 1800 653 263
fiducian.com.au
For personal use only
All dates in the above timetable are indicative only and, among other things, are subject to the
time at which conditions precedent to the Scheme are satisfied or waived (if applicable), and to all
necessary approvals from the Court. Any changes to the above timetable will be announced
through the ASX and notified on Fiducian’s website at www.fiducian.com.au.
All references to times and dates in the above table are references to the time and date in AEDT
unless otherwise stated.
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Annexure A
For personal use only
Computershare Investor Services Pty Limited
ABN 48 078 279 277
Level Four 60 Carrington Street
Sydney NSW 2000 Australia
GPO Box 7045
Sydney NSW 2001 Australia
Telephone 61 2 8234 5000
Facsimile 61 2 8235 8150
www.computershare.com
2/02/2015
The Chairman
Fiducian Portfolio Services Limited
Level 4, 1 York Street
SYDNEY NSW 2000
Poll Report
I, Peter Renda, the Returning Officer appointed by you for the purposes of supervising the voting procedures at the Scheme Meeting of the
members of Fiducian Portfolio Services Limited held at Level 4, 1 York Street, Sydney NSW 2000 on Monday, 2 February 2015 at 10:00am, report as
follows:
Scheme Resolution
To consider and, if thought fit, with or without amendment, to pass the following resolution in accordance with section 411(4)(a)(ii) of the
Corporations Act:
That, pursuant to and in accordance with the provisions of section 411 of the Corporations Act 2001 (Cth), the
scheme of arrangement proposed between Fiducian and the holders of its ordinary shares, as contained in and
more particularly described in the scheme booklet of which the notice convening this meeting forms part, is
agreed to, with or without alterations or conditions as approved by the Federal Court of Australia to which
Fiducian and NewCo agree.
Votes cast ‘FOR’ the motion
Votes cast ‘AGAINST’ the motion
TOTAL VOTES CAST
Votes "Abstained"
The resolution was carried by the required majorities.
Yours faithfully
Peter Renda
Returning Officer
Computershare Investor Services Pty Limited
Number of Votes
% of Votes
21,952,157
99.84%
Number of Holders
62
% of Holders
93.94%
35,637
0.16%
4
6.06%
21,987,794
100.00%
66
100.00%
0
0